Comerica SEC Filings

HoldCo Asset Management, which manages approximately $2.6 billion and holds about 1.6% of Comerica’s common stock, has released a presentation urging Comerica shareholders to vote against the proposed merger with Fifth Third. The special meeting to vote on the transaction is scheduled for January 6, 2026.

The presentation, titled “Why We Recommend Voting AGAINST The Proposed Merger and Our Litigation Update,” outlines HoldCo’s view that shareholders could achieve a better outcome either through improved terms with Fifth Third or alternative buyers. HoldCo also provides an update on its litigation opposing the deal and emphasizes that this communication is not a request for proxy cards or investment advice.

Fifth Third Bancorp shared an internal message from its Head of Regional Banking describing how the planned acquisition and integration of Comerica Incorporated fits into Fifth Third’s long-term growth strategy. The note emphasizes past steps to strengthen capital, risk management, technology and digital capabilities, and frames the Comerica transaction as the next chapter to expand into new, fast‑growing markets and broaden services for customers while creating career opportunities for employees.

The communication also includes extensive forward‑looking statements language outlining risks that could affect the merger’s completion and expected benefits, such as regulatory approvals, integration challenges, costs, economic conditions and reputational impacts. It notes that a Form S-4 registration statement for Fifth Third shares, including the joint proxy statement/prospectus for the transaction, became effective on November 25, 2025, and urges investors and security holders of both companies to read these SEC materials carefully before making any voting or investment decisions.

Comerica Inc executive vice president Wendy Bridges reported multiple stock option exercises and related share withholdings in company stock. On December 1, 2025, she exercised several employee stock options (transaction code M) to acquire 1,900, 1,925, 757, 855 and 437 shares of Comerica common stock at exercise prices ranging from $53.96 to $71.16 per share. A separate transaction with code F shows 4,974 shares withheld at $80.94 per share to cover the option exercise price and tax obligations. Following these transactions, Bridges directly beneficially owns 25,593 shares of Comerica common stock, and continues to hold several remaining employee stock options with future vesting and expiration dates.

Comerica Inc. executive Bruce Mitchell reported a routine share withholding related to equity compensation. On 11/28/2025, 148 shares of Comerica common stock were withheld at a price of $80.38 to cover taxes on shares payable upon the vesting of restricted stock units. After this transaction, Mitchell beneficially owned 20,376 shares of Comerica common stock directly. This total includes shares acquired through employee stock plans, shares purchased with reinvested dividends, and restricted stock units as of November 28, 2025.

Comerica Inc. (CMA) reported insider activity by its Sr EVP and Chief Legal Officer, Von E. Hays, involving employee stock options and common stock. On November 25, 2025, Hays exercised multiple employee stock options, acquiring 2,035, 720, 1,220, and 812 shares of common stock at exercise prices of $63.15, $60.12, $71.16, and $53.96, respectively.

A separate transaction with code F shows 4,036 shares of common stock withheld at a price of $79.77 to cover the option exercise price and tax withholding obligations. After these transactions, Hays directly beneficially owns 23,280 shares of Comerica common stock, which includes shares from employee stock plans, dividend reinvestments and restricted stock units as of November 25, 2025.

Fifth Third Bancorp plans to acquire Comerica Incorporated in an all‑stock merger. Each share of Comerica common stock will be exchanged for 1.8663 shares of Fifth Third common stock, implying $82.88 per Comerica share based on Fifth Third’s October 3, 2025 price and a 20% premium to Comerica’s 10‑day average. Based on November 21, 2025 share counts, Fifth Third expects to issue about 250.3 million shares and Fifth Third shareholders are expected to own roughly 73% of the combined company, with Comerica stockholders owning about 27%.

The deal is intended to qualify as a tax‑free reorganization for U.S. federal income tax purposes, except for cash paid in lieu of fractional Fifth Third shares. Comerica preferred stock will convert one‑for‑one into a new series of Fifth Third preferred stock, and Comerica depositary shares will convert into new Fifth Third depositary shares. Both boards unanimously approved the merger and recommend voting in favor at special virtual meetings on January 6, 2026. Completion requires shareholder approvals and multiple banking regulatory approvals; a $500 million termination fee may apply in certain failure scenarios. Holders of Comerica and Fifth Third shares do not have appraisal or dissenters’ rights in this transaction.

Comerica Inc. senior executive Melinda A. Chausse reported multiple stock option exercises and related share withholding transactions. On November 17, 2025, she exercised employee stock options to acquire 1,295 shares at $67.66, 2,425 shares at $63.15, 3,140 shares at $60.12, 1,525 shares at $71.16, and 917 shares at $53.96 of Comerica common stock. The filing also shows a transaction coded "F" for 8,368 shares at $75.75, described as shares withheld to cover the exercise price and tax obligations. After these transactions, she directly owned 62,070 shares of Comerica common stock as of November 17, 2025.

HoldCo Asset Management, LP, a Florida-based investment adviser managing approximately $2.6 billion in regulatory assets under management, submitted a notice of exempt solicitation regarding Comerica Incorporated. HoldCo released a presentation to Comerica’s independent directors titled “Look What You’ve Done,” and disclosed that a fund it manages holds a long position in Comerica common stock, giving it an economic interest in Comerica’s share price. The communication emphasizes that it is not a request for proxy voting authority, is not investment advice or an offer to buy or sell securities, and that all views expressed are HoldCo’s opinions based on publicly available information and may change without notice.